Statement of Changes in Beneficial Ownership (4)
15 July 2022 - 6:32AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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NOMURA SECURITIES INTERNATIONAL INC |
2. Issuer Name and Ticker or Trading Symbol
MSP Recovery, Inc.
[
MSPR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
WORLDWIDE PLAZA, 309 WEST 49TH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2022 |
(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 6/2/2022 | | S | | 1370 | D | $1.28 | 137500 | D (1) | |
Class A Common Stock | 6/16/2022 | | X | | 50000 | A | $0.0001 | 187500 | D (1) | |
Class A Common Stock | 6/16/2022 | | S(2) | | 5 | D | $0.0001 | 187495 | D (1) | |
Class A Common Stock | 6/23/2022 | | S | | 9995 | D | $2.43 | 177500 | D (1) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Warrant (right to buy) | $0.0001 | 6/1/2022 | | S | | | 75000 | 6/22/2022 | 5/23/2027 (3) | Class A Common Stock | 75000 | $0.9075 (4) | 202500 | D (1) | |
Warrant (right to buy) | $0.0001 | 6/2/2022 | | S | | | 25000 | 6/22/2022 | 5/23/2027 | Class A Common Stock | 25000 | $1.1 (5) | 177500 | D (1) | |
Warrant (right to buy) | $11.5 | 6/6/2022 | | S | | | 14 | 6/22/2022 | 5/23/2027 | Class A Common Stock | 14 | $0.075 | 16386646 | D (1) | |
Warrant (right to buy) | $0.0001 | 6/7/2022 | | S | | | 24700 | 6/22/2022 | 5/23/2027 | Class A Common Stock | 24700 | $1.1311 (6) | 152800 | D (1) | |
Warrant (right to buy) | $0.0001 | 6/8/2022 | | S | | | 13957 | 6/22/2022 | 5/23/2027 | Class A Common Stock | 13957 | $1.172 (7) | 138843 | D (1) | |
Warrant (right to buy) | $0.0001 | 6/10/2022 | | S | | | 39906 | 6/22/2022 | 5/23/2027 | Class A Common Stock | 39906 | $1.0803 (8) | 98937 | D (1) | |
Warrant (right to buy) | $11.5 | 6/10/2022 | | S | | | 61646 | 6/22/2022 | 5/23/2027 | Class A Common Stock | 61646 | $0.062 | 16325000 | D (1) | |
Warrant (right to buy) | $0.0001 | 6/14/2022 | | S | | | 21437 | 6/22/2022 | 5/23/2027 | Class A Common Stock | 21437 | $1.2802 (9) | 77500 | D (1) | |
Warrant (right to buy) | $0.0001 | 6/16/2022 | | X | | | 50000 | 6/22/2022 | 5/23/2027 | Class A Common Stock | 50000 | $0 | 27500 | D (1) | |
Explanation of Responses: |
(1) | These shares of Common Stock are owned by Nomura Securities International, Inc. ("NSI"). NSI is a wholly owned indirect subsidiary of Nomura Holdings, Inc. which accordingly may be deemed to beneficially own the shares owned by NSI. |
(2) | Represents shares withheld in connection with a cashless exercise of warrants to purchase 50,000 shares of Common Stock at an exercise price of $0.0001 per share. |
(3) | Unless earlier redeemed by the Issuer. |
(4) | The price reported in Column 8 is a weighted average price. These warrants were sold in multiple transactions at prices ranging from $0.85 to $1.02, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants sold at each separate price within the range set forth herein. |
(5) | The price reported in Column 8 is a weighted average price. These warrants were sold in multiple transactions at prices ranging from $1.1 to $1.11, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants sold at each separate price within the range set forth herein. |
(6) | The price reported in Column 8 is a weighted average price. These warrants were sold in multiple transactions at prices ranging from $1.13 to $1.14, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants sold at each separate price within the range set forth herein. |
(7) | The price reported in Column 8 is a weighted average price. These warrants were sold in multiple transactions at prices ranging from $1.17 to $1.19, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants sold at each separate price within the range set forth herein |
(8) | The price reported in Column 8 is a weighted average price. These warrants were sold in multiple transactions at prices ranging from $1.08 to $1.1, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants sold at each separate price within the range set forth herein. |
(9) | The price reported in Column 8 is a weighted average price. These warrants were sold in multiple transactions at prices ranging from $1.28 to $1.29, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of warrants sold at each separate price within the range set forth herein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
NOMURA SECURITIES INTERNATIONAL INC WORLDWIDE PLAZA 309 WEST 49TH STREET NEW YORK, NY 10019 |
| X |
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NOMURA HOLDINGS INC 9-1 NIHONBASHI 1-CHOME CHUO-KU TOKYO, M0 103-8645 |
| X |
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Signatures
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Nomura Securities International, Inc. /s/ Fernando Del Puerto, Managing Director | | 7/14/2022 |
**Signature of Reporting Person | Date |
Nomura Holdings, Inc. /s/ Samir Patel, Managing Director | | 7/14/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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